This Amazon Studios Account Agreement ("Agreement") is
a binding agreement between Amazon Services LLC ("Amazon",
"we" or "us"), which, together with its affiliates,
operates studios.amazon.com and the Amazon Studios submission platform ("Amazon
Studios") and you or, if applicable, the company or other legal entity you
represent ("you"). This Agreement incorporates by reference: the Amazon.com
Privacy Notice posted on www.amazon.com; the Conditions of Use posted on studios.amazon.com; the Participation
Guidelines posted on studios.amazon.com; and other policies, conditions, rules and
procedures that we post and update on Amazon Studios over time. In addition, if
you upload scripts, movies, shows and certain other content to Amazon Studios
you will be subject to the terms of the Submission Agreement posted on studios.amazon.com (the current version of the Submission Agreement
is available here). Any Submission Agreement you accept is referred to as a "Submission Agreement". You accept the terms of this
Agreement by clicking to confirm acceptance or by creating an Amazon Studios
account. If you are entering into this Agreement on behalf of a company or
other legal entity, you represent that you have the legal authority to bind
that company or legal entity to this Agreement. If you do not have the
authority, or if you do not agree with the terms of this Agreement, you may not
create an account.

1.
Amendments to this Agreement

Amazon Studios will grow and evolve over time. As it does, we'll need to adapt the terms of this
Agreement. Unless we otherwise note at the time of posting, changes to this
Agreement will be effective immediately upon posting. You accept changes by
using Amazon Studios after we have posted changes or, if we provide you a means
of indicating your acceptance online, by clicking to confirm acceptance.

2.
Account Creation

2.1. Opening an
account gives you access to features of Amazon Studios you wouldn't otherwise
have access to, such as the ability to upload content, post reviews and
comments, send messages to other users using StudioMail, participate in forums
and create a profile for your account.

2.2. To open an
account, you must be at least 18 years old or the legal age of majority in the
jurisdiction in which you reside.

2.3. When creating and
updating your account, you must provide accurate and complete information. You
must also keep your contact information accurate and up-to-date. You may not
use a false name or a name, username or password you are not authorized to use.
You may not use someone else's account. You may not use a false e-mail address,
impersonate any person or entity, or otherwise misrepresent the origin of any
review, comment, forum post, screenplay, movie or other content or
communication. We may remove or reclaim a username you select if we believe the
name you have chosen creates confusion with someone else or is otherwise
inappropriate.

2.4. You're
responsible for maintaining the confidentiality of your account and password
and for all activities that occur under your account. You must notify us
immediately of any breach of security or unauthorized use of your account. We
will not be liable for losses caused by any unauthorized use of your account.

2.5. We may suspend or
terminate your account or your participation on Amazon Studios at any time. You
acknowledge that if we do so, you may be prevented from accessing
communications and content on Amazon Studios. If we terminate your account, you
must stop using all Amazon Studios accounts and you will not create any new
accounts.

3.
Licenses from You to Amazon

3.1. If you upload
scripts, movies, shows and content to Amazon Studios for review using the
submission tools found on studios.amazon.com you will be subject to the terms
of the Submission Agreement. For other
content that you submit, such as reviews, forum posts, proposals and comments
("Other Materials") and content about yourself that you contribute
for your Amazon Studios profile ("Profile Content"), you grant us and
our affiliates the following rights:

3.1.1 For Profile
Content, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide
license to use, display and distribute the content on or in connection with
Amazon Studios. This license ends if you delete your profile unless you have
shared your content with others and they posted it on Amazon Studios and have
not deleted it. When you delete Profile Content, a backup copy of it may remain
in backup copies on our servers, but it will not be publically available on
your Amazon Studios profile.

3.1.2 For Other
Materials, a non-exclusive, transferable, sub-licensable, royalty-free,
worldwide license to use, reproduce, modify, adapt, publish, translate, create
derivative works from, distribute, and display the Other Materials in any media
for the term of copyright in the Other Materials. This license includes the
right to use and display your name and the name that you submit in connection
with the Other Materials (if different) on and in connection with Amazon
Studios.

3.2. You represent and
warrant that you own or otherwise control all of the rights to Profile Content
and Other Materials. The rights you grant us under this Agreement are in
addition to and don't limit rights we have under law. If you are outside the
United States, you consent to having your personal data transferred to and
processed in the United States.

3.3 We make available
Amazon Storywriter and other tools (the "Amazon Creative Software")
for you to create content. You represent and warrant that you own or otherwise
control all of the rights to content that you add to, or create in, the Amazon
Creative Software. We do not acquire any ownership or option rights in that
content by your use of the Amazon Creative Software. You grant us a
non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to
use, reproduce, distribute, and display the content in order to provide the
Amazon Creative Software to you, to make the content available to other parties
if you elect to share it or otherwise make it available to the public, or to
otherwise service you or your account, including for customer service purposes.

4.
Content and Communications

4.1. All of your
Profile Content and Other Materials and all communications you make using
StudioMail and any other communication mechanism we provide on Amazon Studios
are subject to our Participation
Guidelines and the Amazon.com
Privacy Notice and may not:

4.1.1. be illegal,
obscene, infringing, invasive of privacy or other rights of any person,
defamatory, in violation of any policies posted on Amazon Studios, in violation
of any agreements with third parties or otherwise injurious to third parties;

4.2. While we don't
currently have limits on the frequency of communications you send or receive or
on the amount of storage space you use on Amazon Studios, we may introduce them
in the future.

4.3. We have no
obligation to make any content available on Amazon Studios or to otherwise use
it in any way. If we make any content available on Amazon Studios, we may
remove it at any time in our sole discretion.

4.4. You agree to
comply with all applicable laws in connection with your use of Amazon Studios.

5.
Control
of Services

We have discretion
over the design and operation of Amazon Studios and all services we offer. We
may modify or discontinue Amazon Studios or any service we provide at any time
in our sole discretion.

6.
Indemnification

You will indemnify and
hold harmless us, our licensees, our sublicenses, our distributors, our
producers, any party to which we assign any of our rights under this Agreement
or any Submission Agreement, and our and their affiliates and successors, and
each of their directors, officers, members, shareholders, employees,
associates, agents, and representatives (the "Amazon Parties") from
and against any losses, damages, liability, claims, costs, judgments and
expenses (including, without limitation, reasonable outside attorneys' fees)
incurred by reason of any claim arising in connection with any breach or
alleged breach of your obligations, representations, or warranties under this
Agreement or any Submission Agreement or other agreement you enter into with any
of the Amazon Parties on Amazon Studios (an "Amazon Studios
Agreement"). This means that, among other things, you may be required to
pay for the cost of counsel to defend the Amazon Parties and to pay for damages
awarded in a court of law against the Amazon Parties, any amounts payable to
settle any claim or proceeding, and any costs associated with the resolution of
any claim or proceeding.

7.
User
Generated Content

You acknowledge that
Amazon Studios will include screenplays, movies, shows, reviews, forum posts,
comments, messages and other content submitted by you and other users of Amazon
Studios ("User Generated Content"). The Amazon Parties are not
responsible in any way for any User Generated Content and you hereby
irrevocably waive any claim and any legal or equitable rights or remedies you
may have against any Amazon Party with respect to User Generated Content,
including, without limitation, any claim for copyright infringement. If you
have, or believe that you have, any legal or equitable claim related to any
User Generated Content, your sole remedy is to assert your claim directly
against the Amazon Studios participant who submitted the User Generated
Content.

8.
Term
and Termination

We may terminate this
Agreement at any time without notice. You may terminate at any time by giving
us notice of termination in accordance with this Agreement and discontinuing
your use of Amazon Studios. Termination of this Agreement will not affect or
discharge any other agreement you have entered into with us or our affiliates
or any rights you have granted to us through Amazon Studios. All provisions of
this Agreement survive termination of this Agreement unless specifically stated
otherwise.

9.
DISCLAIMER
OF WARRANTIES AND LIMITATION OF LIABILITY

AMAZON STUDIOS AND ALL
INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, AND SERVICES
INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH AMAZON STUDIOS ARE PROVIDED BY
AMAZON ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS
OTHERWISE SPECIFIED IN WRITING. AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF AMAZON STUDIOS OR THE
INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR SERVICES
INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH AMAZON STUDIOS, UNLESS OTHERWISE
SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF AMAZON STUDIOS IS AT
YOUR SOLE RISK. YOU HEREBY WAIVE ALL CLAIMS AGAINST AMAZON TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW FOR ANY DAMAGES OF ANY KIND ARISING FROM THE
USE OF AMAZON STUDIOS, FROM THIS AGREEMENT OR ANY AMAZON STUDIOS AGREEMENT, OR
FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS, INCLUDING SOFTWARE, OR
SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH AMAZON STUDIOS,
INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. LAWS
IN CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MIGHT HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, YOU
HEREBY WAIVE ALL CLAIMS TO DAMAGES OF ANY KIND ARISING FROM THIS AGREEMENT OR
ANY AMAZON STUDIOS AGREEMENT, WHETHER IN CONTRACT OR TORT, IN EXCESS OF $50 AND
THE ENTIRE LIABILITY OF ALL AMAZON PARTIES TO YOU FOR SUCH DAMAGES WILL NOT
EXCEED $50.

10. No Rescission or Injunctive Relief

All rights granted to
Amazon under this Agreement or any Amazon Studios Agreement are irrevocably
vested. No breach by Amazon of this Agreement or any Amazon Studios Agreement
will entitle you to equitable relief, whether injunctive or otherwise, against
or with respect to your content or any other works produced pursuant to the
rights granted under this Agreement or any Amazon Studios Agreement or their
exploitation. If the rights granted to Amazon under this Agreement or any
Amazon Studios Agreement should revert to you under any copyright law or
similar law, and if you are at any time thereafter prepared to enter into an
agreement with a third party for the license, exercise or other disposition of
all or any of those rights, you will, before entering into the agreement, give
Amazon notice of the proposed terms (and all modifications of the terms) and
the party involved. In each case, Amazon will then have 10 business days in
which to elect to acquire the rights involved on the terms contained in the
notice.

11. Disputes

Any
dispute or claim between you and Amazon relating in any way to this Agreement,
any Amazon Studios Agreement, your visit to the Site or properties contributed
to, developed on or distributed by or through the Site will be resolved by
binding arbitration, rather than in court, except that you may assert claims in small claims court if
your claims qualify. The Federal Arbitration Act and federal arbitration law
apply to this Agreement. There is no judge or jury in
arbitration, and court review of an arbitration award is limited. However, an
arbitrator can award on an individual basis the same damages and relief as a
court (including injunctive and declaratory relief or statutory damages), and
must follow the terms of this Agreement as a court would. To begin
an arbitration proceeding, you must send a letter requesting arbitration and
describing your claim to our registered agent Corporation Service Company, 300
Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be
conducted by the American Arbitration Association (AAA) under its rules,
including the AAA's Supplementary Procedures for Consumer-Related Disputes. The
AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all
filing, administration and arbitrator fees will be governed by the AAA's rules.
We will reimburse those fees for claims totaling less than $10,000 unless the
arbitrator determines the claims are frivolous. Likewise, Amazon will not
seek attorneys' fees and costs in arbitration unless the arbitrator determines
the claims are frivolous. You may choose to have the arbitration conducted by
telephone, based on written submissions, or in person in the county where you
live or at another mutually agreed location. Amazon and you each agree that
any dispute resolution proceedings will be conducted only on an individual
basis and not in a class, consolidated or representative action. If
for any reason a claim proceeds in court rather than in arbitration, Amazon and you each waive any right to a jury trial. You
and Amazon also both agree that you or we may bring suit in court to enjoin
infringement or other misuse of intellectual property rights.

12.
Applicable
Law

By visiting the Site,
you agree that the Federal Arbitration Act, applicable federal law, and the
laws of the state of Washington, without regard to principles of conflict of
laws, will govern these Conditions of Use and any dispute of any sort that
might arise between you and Amazon.

13. Feedback and Other Content

If you provide
suggestions, ideas, comments, reviews, proposals, or other feedback to us
(whether written, verbal or in any other format or manner) in connection with
Amazon Studios ("Feedback"), we are free to use your Feedback in any
manner without restriction and without compensating you. You acknowledge that
we, on our own or through third parties, are developing and have received (and
will in the future develop and receive) content of all variety, including
screenplays, stories, proposals, movies, characters, ideas, or concepts that
may be similar to content you provide, or may have similar storylines, characters,
plot developments or other similarities to content you provide and that you
will not have any rights with respect to the similar content or be entitled to
any compensation with respect to the similar content. You forever release the
Amazon Parties from any claims based on any such similar content.

14. Waiver

Our failure to enforce
your strict performance of any provision of this Agreement or any Amazon
Studios Agreement will not constitute a waiver of our right to subsequently
enforce the provision or any other provision of this Agreement or any Amazon
Studios Agreement.

15. Notice

All notices sent by
you with respect to this Agreement or any Amazon Studios Agreement should be
sent by certified mail to the following address:
Amazon Studios
Legal Department
410 Terry Ave N
Seattle, WA 98109-5210
USA
All other notices and
inquires (including any notices of copyright infringement or customer service
issues) will not receive a response through this process and should use the
notice procedures set forth in the Conditions
of Use. We may send notices
to you by sending an email to the email address you supply when registering for
an account, by posting a notice on Amazon Studios or by contacting you at any
other addresses, phone numbers or email addresses you provide to us.

16. Complete Agreement; Enforceability

This Agreement and any
Amazon Studios Agreement constitute the entire understanding between you and
Amazon related to Amazon Studios. If any provision of this Agreement or any
Amazon Studios Agreement is found to be invalid, void, or for any reason
unenforceable, that provision will be deemed severable and will not affect the
validity and enforceability of any other provision.

17.
Electronic
Signatures

YOU ACKNOWLEDGE THAT
YOUR ACCEPTANCE OF THIS AND ANY OTHER AMAZON STUDIOS AGREEMENT BY ELECTRONIC
MEANS CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THE AGREEMENT.